B2Gold Acquires CGA Mining

B2Gold Corp. (“B2Gold”) completed its $1.1 billion acquisition of CGA Mining Limited (“CGA”) by way of a court-approved scheme of arrangement (the “Arrangement”) under the Australian Corporations Act 2001, on January 31, 2013.

Under the Arrangement, B2Gold acquired all of the outstanding ordinary shares of CGA and issued 0.74 of a B2Gold common share for each CGA ordinary share held by CGA shareholders. B2Gold issued an aggregate of 250,039,641 common shares to the former CGA shareholders under the Arrangement, representing approximately 39 per cent of B2Gold's common shares issued and outstanding after completion of the transaction. An additional 1,933,557 B2Gold shares were issued to optionholders as consideration for the cancellation of their CGA stock options. With the acquisition of CGA, B2Gold will now operate the Masbate gold mine in the Philippines, in addition to B2Gold's existing Limon and La Libertad gold mines in Nicaragua.

B2Gold was represented in-house by Roger Richer, Executive Vice President and General Counsel, and in Canada by Lawson Lundell LLP with a team that included Anthony Ryan, Randall Chatwin, Andreas Heiden and David Snarch (corporate/securities); John Christian (securities); and Len Glass (tax). Squire Sanders acted as Australian counsel to B2Gold with a team that included Neal Fearis, Robert Eastwood and Bennett Greenhalgh (corporate/securities). Dorsey & Whitney LLP acted as US counsel to B2Gold with a team that included Chris Doerksen and James Guttman (corporate/securities).

CGA was represented by K&L Gates (formerly Middletons) in Australia with a team that included Simon Salter, Adam Levine, Clare Power, David Cinque, Natalie Collins, and Jade Concei (corporate/securities). Blake, Cassels & Graydon LLP acted as Canadian counsel to CGA with a team that included Peter O'Callaghan, Kathleen Keilty, Trisha Robertson, Soraya Jamal, Denis Silva, Kyle Misewich, and David Bowles (corporate/securities); and Kevin Zimka (tax). Skadden, Arps, Slate, Meagher & Flom LLP acted as US counsel to CGA with a team that included Riccardo Leofanti and Michael Acedo (corporate/securities).